DECRETO n. del 2024
AREA GESTIONE PROGETTI STRATEGICI, TERZA MISSIONE E COMUNICAZIONE
DECRETO n. del 2024
Oggetto: Concessione a titolo esclusivo della licenza della quota di titolarità
del brevetto
correzione del petto escavato e metodo per la fabbricazione di detta coppa , priorità n. 102016000102713 del 13/10/2016, alla Medestime SA, Charleroi, Belgio.
La Dirigente,
Visto
.
a vantaggio dei singoli e delle società ;
Considerata
tecnologico e valorizzazione della ricerca;
Vista la delibera del 30 aprile 2019, prot. n. 80341 del 6 maggio 2019, con cui il Consiglio di
di proprietà industriale ed
riconoscendo altresì la competenza della Commissione Proprietà Industriale ed Intellettuale ad assumere decisioni tecniche relative alla vita ordinaria del Diritto di Proprietà Industriale nei limiti di spesa del budget che annualmente il Consiglio di Amministrazione attribuisce per la gestione della proprietà intellettuale, appoggiato contabilmente sul bilancio di CsaVRI, di cui è responsabile la Area gestione progetti strategici, terza missione e comunicazione;
Considerato e
(AOUM) in data 13 ottobre 2016 hanno depositato a titolarità congiunta, per quote di titolarità pari al 50% per ciascun ente, la domanda di brevetto denominato Coppa per il vuoto atta
con priorità
n. 102016000102713, e concesso in data 10 gennaio 2020, procedendo in data 7 maggio 2018 alla sua pubblicazione sul sito web di Ateneo (Portafoglio dei Diritti di Proprietà
Tenuto conto che in data 12 ottobre 2023, oltre la scadenza del termine dei trenta giorni di evidenza pubblica, la ditta Medestime SA, con sede a Charleroi, Belgio, ha trasmesso la manifestazione di interesse per acquisire la piena titolarità del suddetto brevetto alle condizioni economiche specificate nella stessa manifestazione di interesse (prot. n. 0241819 del 12/10/2023);
Tenuto altresì conto del fatto che la Commissione Proprietà Industriale ed Intellettuale,
da un corrispettivo in alcun modo ancorato alla previsione dell'andamento del fatturato
realizzato da Medestime in relazione allo sfruttamento del titolo, e richiedendo pertanto al KTO di avviare una trattativa
Xxxxxxxxx Xxxxxxxxx
Dirigente
Xxxxxx Xxx Xxxxx, 0 00000 Xxxxxxx xxxxxxxxx.xxxxxxxxx@xxxxx.xx
x00 000 0000000
Considerato che a seguito di tale
nel brevetto da acquisizione della piena titolarità in licenza esclusiva con diritto di sub-licenza di durata pari alla vita residua del brevetto;
Vista, pertanto, la seconda manifestazione di interesse, pervenuta in data 4 dicembre 2023, per acquisire la licenza esclusiva, valida per tutta la vita residua del brevetto, con diritto di sub-licenza per lo sfruttamento commerciale del suddetto brevetto alle condizioni economiche specificate nella stessa manifestazione di interesse (prot. n. 0295813 del 04/12/2023);
Considerato suddetto industriale e intellettuale con riferimento alle attività di ricerca svolte da personale
la Commissione Proprietà Industriale ed Intellettuale assume decisioni in merito a: 1. estensione di Diritti di Proprietà Industriale; 2. mantenimento in vita dei Diritti di Proprietà Industriale; 3. finanziamento delle procedure di cui ai punti precedenti; 4. ivi compresa la
50%, del
Coppa per il vuoto
Considerato altresì che la Commissione di Ateneo per la Proprietà Industriale ed Intellettuale, nella seduta del 6 dicembre 2023, il cui verbale è parte integrante del presente atto (All.1), ha autorizzato la concessione a titolo esclusivo, per la durata pari alla vita residua del brevetto, con diritto di sub-licenza, della licenza alla Medestime SA, Charleroi, Belgio, della quota di titolarità , pari al
atta alla correzione del petto escavato e metodo per la
n. 102016000102713 del 13/10/2016 alle condizioni economiche specificate nella manifestazione di interesse della Ditta individuale Bagnoli, ed alle condizioni generali ulteriori
DISPONE
di procedere mediante la concessione a titolo esclusivo, per la durata pari alla vita residua del brevetto, con diritto di sub-licenza, della licenza alla Medestime SA, Charleroi, Belgio,
Coppa per il vuoto
atta alla correzione del petto escavato e metodo per la
parte integrante del presente atto (All.2).
Firenze,
La Dirigente
Dott.ssa Xxxxxxxxx Xxxxxxxxx
Firmato digitalmente da: XXXXXXXXX XXXXXXXXX
Data: 15/03/2024 15:03:41 CET
-
-
-
-
-
-
2.
di interesse per licenza esclusiva del titolo da parte della società Medestime SA, Belgio
Carfagni, Furferi, Governi, Uccheddu, Volpe (DIEF), Messineo, Ghionzoli, Xxxxxxxx, Lo Piccolo, Mc Xxxxxx (AOUM)
uta del 16 novembre 2023 la Commissione ha esaminato la manifestazione di interesse
Medestime SA, con sede in Belgio, valutandola non congrua e proced
di ulteriori informazioni circa il piano di sviluppo e di produzione per formulare una controproposta.
chiamato Xxxxx Xxx) in data 3 dicembre 2023 ha formulato una nuova manifestazione di interesse (prot. 0295813, del 04/12/2023), che supera e annulla la precedente, e integrata via mail in relazione agli importi e alla durata, per licenza esclusiva del titolo, tornando così a quanto ipotizzato durante la prima trattativa col signor Xxx.
Specificamente, con la manifestazione di interesse Medestime chiede la licenza esclusiva, con diritto di sublicenza e diritto di prelazione per eventuali futuri brevetti dipendenti sviluppati dal gruppo
il quale formula la seguente controproposta, da condividere col contitolare AOUM:
a) rimborso dei costi sostenuti; si ricorda che essi ammontano, per la quota parte di
10.000,
c) mantenimento del brevetto
d) Royalties pari al 3%
e) Minimi garantiti pari a:
1.500 al primo anno
anno
6.000 al terzo anno
anno
anno in poi
caso di esercizio del diritto di prelazione per futuri
di tale ipotesi)
ricerca e a vantaggio dei pazienti di AOUM
chiusa la
riunione telematica alle ore 13:30
Il Segretario Il Presidente
X.xx Dott.ssa Xxxxxx Xxxxx X.xx Xxxx. Xxxxxxx Xxxxxx
Il presente documento composto di tre fogli è estratto del verbale originale depositato presso questo stesso Xxxxxxx ed è conforme allo stesso nelle parti ivi riportate.
All.3
EXCLUSIVE LICENSE OF PATENT
The University of Florence, with registered office in Florence, Xxxxxx Xxx Xxxxx, 0, 00000, CF and PI 01279680480, in the person of the Director of the Strategic Projects Management, Third Mission
UNIFI
And
Azienda Ospedaliera Universitaria Xxxxx IRCCS, with registered office in Xxxxx Xxxxxxx Xxxxxxxxxx, 00, 00000 Xxxxxxxx, X.X. xxx X. XXX 00000000000, in the person of its Legal
AOUM
Licensor
And
The company Medestime SA, based in Charleroi, Belgium, Xxx xx Xxxxx, 00, 6041, Tax Code and VAT number 0445.829.321, in the person of the Legal Representative pro tempore Mr. Xxx Xxxx,
Medestime
Lic Party
ensee
Parties
given that
art.5 co.2 of the "Regulation for the management of industrial and intellectual property rights with reference to research activities carried out by university personnel" issued with DR 82735 (526) of 8 May 2019, establishes that "the Commission Patenting and Intellectual Property takes decisions regarding: 1. extension of Industrial Property Rights; 2. maintenance of Industrial Property Rights; 3. financing of the procedures referred to in the previous points; 4. management and valorisation of the inventions protected by the University, including the negotiation of the licensing conditions of the University's Industrial Property Rights", and therefore the Director of the Strategic Projects Management, Third Mission and Communication Area is the competent person to represent the University of Florence in agreements regarding the aforementioned activities;
vuoto atta alla correzione del petto escav
task to Ufficio Tecnico Ing. A. Xxxxxxxx Xxx, with registerd office in Xxx xxxxx Xxxxx,0 - 00000 Xxxxxxx;
The company Medestime S.A. develops, designs, manufactures and sells medical devices such as neonatal jaundice treatment devices. With the help of local government policies, Medestime S.A. Drawing on advanced European technology, the company introduced ESA space suit internal temperature sensing technology, redesigned and improved the product, and developed a new product, BiliDoll, which is safer, more convenient, comfortable and ergergic. The product is similar to luminous sleeping bag, and greatly shorens the treatment period with its unique light density and intensity. The mother can hold the baby during the treatment, which increases the mother's family connection. It can be said that its convenience, novelty, treatment efficiency and safety fill the gap in the field of neonatal jaundice treatment. The company will increase the research and development of new products, focus on the development of replacement product projects, future technology innovation strategy, technology development direction, emphasizing independent research and development as the driving force of technology, through the continuous improvement of product production process, improve the product pass rate, reduce unit production costs, and increase the market competitiveness of products;
Such Products could be created on the basis of the technology described by the Patents and would become part of the tools used and marketed by Medestime;
on December 4th 2023 Medestime has sent UNIFI an expression of interest for the licensing of the Patents (hereinafter "Expression of Interest", prot. 0295813 of 04/12/2023);
The UNIFI Commission for Patenting and Intellectual Property, by virtue of the powers attributed to it by the Regulation for the management of industrial and intellectual property rights with reference to research activities carried out by university personnel issued with rectoral decree no. 82735 (526) of 8 May 2019, in the meeting of December 6th 2023, authorized the exclusive granting of the license to Medestime under the conditions proposed by the company in the Expression of Interest;
on the Director of the Strategic Projects Management, Third Mission and Communication Area issued executive decree no. / 2024 the exclusive granting of the license under the conditions set out in this Agreement;
on the AOUM adopted resolution no. authorizing the granting of the license under the conditions set out in this Agreement;
UNIFI and AOUM therefore intend to grant to Medestime an exclusive license (hereinafter
-license.
Having said all this, the Parties agree as follows Art. 1 Premises and Attachments
The premises and annexes form an integral and substantial part of this Agreement (hereinafter "Agreement") and are confirmed with the effectiveness of the agreements.
Art. 2 Definitions
Confidential Information without exception, all prior communications between the parties, whether verbal or written, as well as any information and knowledge related to the sale or use of the products deriving from the exploitation of the patent.
Confidential information does not include:
information that is generally already available to the public or that will become available regardless of what is communicated by one party to the other;
information that is revealed to the recipient, legitimately and in full right, from a source other than the party, as it concerns information whose disclosure cannot be prosecuted under the law or due to contractual or fiduciary obligations;
information that was already fully available to the Recipient himself and coming from the party, as demonstrated by written documents;
information that the Recipient obtained independently, as demonstrated by written documents, without referring to, having to use or have access to the Confidential Information and before it was disclosed to the Recipient by the party;
information that a party is obliged to disclose by law or order by a competent governmental authority or court of competent jurisdiction.
Territory
Sales invoiced by the Licensee and sub-licensees for the marketing of the invention calculated net of agency commissions or other fiscal and customs charges.
Invention
2016.
Company/Third Party Partner
Company that cooperates for the development, production and marketing of derivative products.
aforementioned corporate name, the logo depicting the so- to in the UNIFI Visual Identity Manual available at the link:
xxxxx://xxx.xxxxx.xx/xxxxxx/xxx/xxxxxxxxxxxxx/xxxxxxx_xxxxxxxx_xxxxxx.xxx, as well as any marks that the University may request in the future and which will be included in the aforementioned Manual, is expressly excluded.
ude the aforementioned corporate name, any logo of AOUM and the trademark referred to it, as well as any marks that AOUM may request in the future, is expressly excluded.
Guaranteed minimums Licensor in the
event that the amount of royalties to be paid in the year has not reached a minimum amount equal to the guaranteed minimum for that year.
Art. 3 Object of the contract
3.1. By this Agreement, the Licensor transfers to the Licensee, under the specified terms and conditions, an exclusive license to exploit the Invention to make, cause to be performed, use, offer for sale and sell, or otherwise exploit the Invention, directly or in cooperation/through a Company/Third Party Partner. The possibility for the Licensee to sub-license the patent to a Company/Third Party Partner is permitted provided that the name of any sub - licensee is submitted to the Licensor together with the terms of the sub -licensing agreement for their prior acceptance, which cannot be unreasonably denied.
Art. 4 Duration
4.1. This Contract comes into effect from the last day of signature by the Parties and will remain in effect until the expiry of the patent relating to the Invention or if early terminated in accordance with Article 13.
Art. 5 Consideration
5.1. In consideration for the exclusive license granted in this Agreement, Medestime undertakes to pay
with the law), equal to the costs net of VAT incurred by the Licensor for the management, generation, maintenance and proceeding of the Patents until the signing of this Agreement.
5.2. As further consideration for the exclusive license granted under this Agreement, Medestime
law), as a one-off entry fee.
5.3. Medestime undertakes as well on behalf of the Licensor to maintain all costs of management, generation, maintenance and proceeding of the Patents; these costs will be paid by Medestime directly to the appointed patent firm Ufficio Tecnico Ing. A. Xxxxxxxx Xxx, with registerd office in Xxx xxxxx Xxxxx,0 - 00000 Xxxxxxx.
5.4. Starting from the signing of this Agreement and for the entire duration of the same, the Licensee also undertakes to pay the Licensor royalties equal to 3% (+VAT in accordance with the law) on the Sales.
These royalties will be paid on the Sales in the Italian market where patent protection is currently active, and in all foreign markets, even if they are not covered by patent protection.
5.5. Finally, the Licensee undertakes to pay the Licensor guaranteed minimum amounts equal to:
a. to be paid at the
beginning of the first year onwards from the signing of this Contract
b. beginning of the second year onwards from the signing of this Contract
c. 6.000 (sixthousand/00) (+VAT in accordance with the law) to be paid at the beginning of the third year onwards from the signing of this Contract
d. beginning of the fourth year onwards from the signing of this Contract
e. fifth year onwards from the signing of this Contract
5.6. The expiration or early termination of this Agreement for any reason does not exempt the Licensee from its obligations related to the payment of the agreed fees already accrued.
5.7. Any fee and royalties due by the Licensee pursuant to this article shall be paid directly by Medestime to UNIFI and AOUM, each for its 50% share, in accordance with the procedures set forth in article 6 below.
Art. 6 Reporting obligations and deadlines for compliance
6.1. By June 15th of each calendar year, the Licensee shall send the Licensor a written statement certifying in detail the turnover achieved during the previous year.
6.2. The Licensee will retain the related documentation so that the amount of royalties due to the Licensor can be easily determined. This documentation may be subject to inspection by the Licensor or by a representative authorized by the Licensor itself. Such inspections may be carried out no more than once per calendar year, during normal working hours and following adequate written notice to the Licensee. The costs of the inspection will remain the sole responsibility of the Licensor.
In addition to the above, the Licensee must also send the Licensor an annual report on the development activities of the licensed technology.
6.3. The fees and royalties referred to in the previous article 5 shall be paid as follows:
a. Payments to UNIFI: Medestime shall pay within 30 (thirty) days of the issue of a regular electronic invoice by UNIFI by means of a bank transfer to be made to the following bank details: IBAN XX00X0000000000000000000000 and BIC/SWIFT CODE XXXXXXX0X00; reason for the transfer
b. Payments to AOUM: Medestime shall pay within 30 (thirty) days of the issue of a regular electronic invoice by AOUM by means of a bank transfer to be made to the following bank details: IBAN XX00X0000000000000000000000 and SWIFT CODE XXXXXX00X00; reason for the transfer
Art. 7
7.1. The use by the Licensee of the Licensor's logos and names is expressly excluded. For the sake of
clarity, Licensor's logos and names may not be affixed to products, information material, services.
Art. 8 Intellectual property
8.1. The Parties mutually acknowledge that:
(i) UNIFI and AOUM retain the rights of economic use of all technical specifications, trademarks and/or patents, drawings, models, software and, in general, of all information and technical knowledge transmitted to Medestime for the execution of this Agreement and agrees to make available to Medestime the aforementioned information for purposes related to the execution of this Contract;
(ii)Medestime retains the rights of economic use of all technical specifications, trademarks and/or patents, designs, models, software and, in general, all information and technical knowledge acquired before the entry into force of this Contract.
(iii) prior authorization for research purposes and to submit requests for funding in the context of competitive tenders at regional, national and supranational level, for research purposes only and with the express exclusion of any commercial purpose.
(iv) Finally, it is understood that AOUM shall retain all rights for the use of the Inventions for
To this purpose, AOUM patients may only and exclusively turn to PIN S.c.r.l. for the realization of products based on the patent. With the exception of PIN S.c.r.l., no other third party shall use the Patent.
8.2. In the event of results of activities or research possibly conducted by a Party during the contractual validity and constituting improvements, developments or derivations of the Invention, the Parties undertake to give mutual and adequate communication within 30 days of achievement and agree that their ownership will be exclusive to those who have achieved them. If such improvements, developments or derivations of the Invention result from the substantial, inseparable contribution of both Parties, as evidenced by the presence among the inventors of personnel belonging in various capacities to both Parties, their ownership will be the subject of specific agreements between parts. The Licensee also enjoys the right of pre-emption for the exclusive use license for the direct commercial exploitation of the improvements, developments or derivations of the Invention achieved by the Licensor on equal terms with those offered to third parties through the use of public evidence. This pre-emption may be exercised by the Licensee within 30 (thirty) days of communication by the Licensor of the third party's proposal and the related conditions.
Art. 9 Management, maintenance and defense of the Invention
9.1. Without prejudice to the provisions of article 5.2, if the Licensee does not intend to proceed with the maintenance of all management, generation, maintenance and proceeding costs of the Patents and of each of their international, national, regional phases, for the entire life of the Patents, the Licensee will communicate to UNIFI and AOUM its decision adequately motivated by e-mail, xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx, with seventy-five (75) days' notice of the deadlines set in the various phases of protection and maintenance of the Patents themselves.
9.2. Following the communication referred to in the previous paragraph, UNIFI and AOUM reserve the right to continue with the patent protection and granting phases in Italy and/or abroad, independently and at its own expense. In this case, the Licensee is prohibited from commercially exploiting the invention in the affected countries, and UNIFI and AOUM may grant new licenses to third parties in such countries.
9.3. The Licensor will promptly inform the Licensee in the event of any suspected infringement of any Patent Right. If during the term of this Agreement, Licensee becomes aware of any alleged infringement of any Patent Right, Licensee shall have the right - but not the obligation -, exercisable in its sole discretion, to bring legal action at its own expense against any infringement of Patent Rights. In the event of legal action being initiated against third parties, the Licensee undertakes to promptly notify the Licensor. In the event that the Licensee promotes legal action due to such infringement, it must request to mention the name of the Licensor as the injured party, and the latter may decide at its discretion whether or not to join the legal action that has been promoted. If the Licensee brings legal
action in defense of the Invention which is the subject of this Agreement, the compensation will be used:
1) in the first instance, to recover all costs and expenses incurred by the Licensee (including without limitation all legal fees) arising from the action brought;
2) in the second instance, to recover the royalties that would have been due to the Licensor, based on the provisions of this Agreement, in proportion to the lost sales;
3) in the third instance, and in the event of any remainder, any remainder will be donated to the Licensee.
The Licensee will have the right to resolve any such dispute through agreements, consents, judgments, voluntary waivers or other methods, provided that such resolution does not result in disbursements and/or limitations in the exercise of the rights of the Licensor.
Art. 10 Guarantees and limitations of liability
10.1. UNIFI and XXXX declare and guarantee that they are the owners of the patent rights that protect the Invention, that these are in force, up to date with the payment of the patenting and renewal fees due up to the date of the last day of signature and that, to the best of their knowledge, no administrative or judicial proceedings relating to their revocation, annulment or infringement are pending. Furthermore, the Licensor declares that the aforementioned rights are not already the subject of licenses, options, real or personal constraints in favor of third parties.
10.2. Even though it is not aware of facts or information that could jeopardize the patentability, validity or enforceability in court of the aforementioned patents, the Licensor does not guarantee that they cannot be canceled in the face of future civil or administrative actions brought by third parties, whose possible costs and expenses will be the sole responsibility of the Licensee.
10.3. The Licensee recognizes that the Invention is experimental in nature (it may have dangerous properties if necessary) and is granted under an exclusive license in the state in which it is found without any explicit or implicit guarantee, such as for example the guarantees of merchantability, suitability for a particular purpose, immunity from defects and non-infringement of the proprietary rights of third parties.
10.4. Within the limits set out in the art. 1229 of the Italian Civil Code, the Licensee is responsible for any damages, direct or indirect, for any reason deriving from or connected to the use or marketing of the Invention, also by sub-licensees legitimated by the Licensee himself, without any claim being advanced against the Licensor. To this end, the Licensee irrevocably and unconditionally agrees to substantially and procedurally indemnify the Licensor and to hold it harmless from any and all losses, damages, liabilities, costs or expenses, including legal fees, arising out of or in any way connected with claims, licenses or disputes from third parties, relating to the use in economic activity or, in any case, marketing of the Invention or part of it.
Art. 11 Confidentiality
11.1. All corporate, commercial, financial, accounting, administrative, technical and intellectual property information relating to the Parties, their activities, their companies and any other type of know-how must be considered strictly confidential and must remain secret.
11.2. The Parties undertake to respect and ensure compliance, also by their employees and/or collaborators involved in the execution of this Contract, the obligation of confidentiality on the information referred to in the previous point for the entire duration of validity of this Contract and, for a period of 3 (three) years, also after its expiry.
11.3. Without prejudice to what is required by law or judicial requirements, the Parties mutually acknowledge that none of them may disclose, without the written consent of each of the other Parties,
the content and object of this Agreement to third parties, other than their respective lawyers, consultants, directors, employees, agents, accountants, controlling bodies or auditors or, more generally, to the subjects to whom it is strictly necessary to disclose such information for the execution of this Contract, without prejudice to the commitment of all the aforementioned persons or subject not to disclose further the information received except within the defined limits for which such information has been communicated to them.
Each of the aforementioned subjects will also be required to respect the confidentiality clause of the previous paragraph.
Art. 12 Publications
12.1. The Licensor is expressly prohibited from publishing or presenting results or information relating to the Invention without the prior written authorization of the Licensee, which may be justifiably denied exclusively for reasons of protection of personal data, confidentiality and intellectual property. For the purposes of publication, the Licensor must request the Licensee's authorization via certified e- mail with an attached copy of the relevant documents at least thirty (30) days before sending it to the magazine or to the event's organizational commission. Within thirty (30) days of receiving the document to be published, the Licensee must respond in writing verifying that the relevant documents comply with current legislation on the protection of personal data, do not contain Confidential Information owned by him or that in any case invalidate the legal protection of the rights that protect the Invention. If the peremptory deadline of thirty (30) days to respond has expired without success, the authorization will be deemed to have been granted (silence-consent). If the document contains Confidential Information, the authorization may require their omission and replacement with the wording "omissis".
12.2. If the request for publication risks invalidating the filing of patent applications or the registration of other industrial property rights on the Invention, the Parties hereby agree to postpone the publication up to a maximum of ninety (90) days from receipt of the outcomes of the verification of the substantial requirements to obtain any titled industrial property rights.
12.3. Prior authorization is not required for the publication of research whose content is already in the public domain, including applications for industrial property rights already made accessible to the public.
Art. 13 Express termination clause
13.1. This Agreement may be terminated by law as a result of the simple declaration of the Licensor that it wishes to make use of this termination clause pursuant to art. 1456 cc faculty recognized and accepted by the Licensee in the following cases:
a) failure of the Licensee to fulfill the obligations referred to in the art. 6 (Duties of the Licensee) and art. 9 (Management, maintenance and defense of property rights);
b) failure to comply with the obligation to pay the Consideration according to the amounts and deadlines referred to in the art. 5 (Consideration) not remedied by the Licensee within 60 (sixty) days of the formal notice by the Licensor.
13.2. The Licensee has the right, recognized and accepted by the Licensor, to terminate this Agreement for violation of the exclusivity right referred to in the art. 3.1. of this Agreement.
13.3. In any case of early termination of this Contract, the Licensee undertakes to stop any and all exploitation of the Invention and, at the same time, the Licensor will have the right both to withhold the sums already collected by the Licensee and to pay the amounts accrued and not paid up to the time of termination of this Agreement.
Art. 14 Penalty
14.1. The Parties agree that, in the event of non-fulfilment of the obligations assumed by this contract,
a penalty, pursuant to and for the purposes of Article 1382 of the Italian Civil Code, without prejudice to any greater damages deriving from non-fulfilment.
14.2. The Parties also agree that, in the event of mere delay in the fulfilment of the obligations assumed with this contract, the party in default (five hundred/00 euros) for each day of delay, pursuant to Article 1382 of the Italian Civil Code. Art. 15 Personal Data processing
15.1. The personal data provided by the Parties will be processed for the purposes of this Contract, in compliance with the principles of lawfulness, correctness, transparency, adequacy, relevance and
(GDPR). The communication of such data between the Parties is mandatory to fulfill all obligations connected to the execution of the relationship established with this Contract.
The same data may be communicated only within the respective structures headed by the Parties for the management of the relationship established by this Contract.
The data provided by the Parties will be collected and processed using manual, paper and computerized (digital) methods, by inserting them into paper and/or computerized (digital) archives. The complete information from the University of Florence on the protection of personal data of operators of other Parties is available at the following link: xxxxx://xxx.xxxxx.xx/xxxxxx/xxx/xxxxxxxxxxxxxx/xxxxxxxxxx_XXXXX.xxx.
The complete information from the AOUM on the protection of personal data of operators of other Parties is available at the following link:
15.2. By signing this deed, the Parties express their consent to the processing and communication of their personal data in the manner and for the purposes described above. Data controllers are Medestime, AOUM and UNIFI, and Data Protection Officers are:
- for Medestime, the Legal Representative; email: xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx;
- for AOUM, the Data Protection Officer: email: xxxxxxx.xxx@xxxxx.xx;
- for UNIFI, the Director of the General and Legal Affairs Area, e-mail: xxxxxxx@xxx.xxxxx.xx.
15.3. UNIFI and XXXX may also communicate the personal data they hold to other public administrations if they need to process them for any proceedings within their institutional jurisdiction as well as to all those public entities to whom, in the presence of the relevant conditions, communication is mandatory by community provisions, laws or regulations.
Art. 16 Communications
16.1. All communications provided for or required by this Contract will be made by registered mail and/or certified email to the addresses indicated below:
Medestime SA:
Medestime,
Xxx xx Xxxxx, 00, 0000 Xxxxxxxxx, Xxxxxxx Tel.: x00 00 000000
Email: xxxxx.xxxxxxxxxx@xxxxxxxxx.xxx
AZIENDA OSPEDALIERA UNIVERSITARIA XXXXX IRCCS
Unità Brevetti
Viale Xxxxxxx Xxxxxxxxxx, 00 00000 Florence
Tel.: + 00 0000000000
Email: xxxxxxxx@xxxxx.xx UNIVERSITY OF XXXXXXXX XXXXX
Functional Unit KTO- Business Relations, IP Protection and Exploitation Xxxxx Xxxxxxxx 00 00000 Xxxxxxxx
Tel.: + 00 000 0000000/21/22
Art. 17 Force majeure
17.1. Each party may suspend the execution of its contractual obligations when such execution is made impossible or unreasonably burdensome by an unforeseeable impediment beyond its control, such as, for example, boycott, lockout, fire, war (declared or not), civil war, riots and revolutions, requisitions, embargoes.
17.2. The party wishing to avail itself of this clause must immediately notify the other party in writing of the occurrence and termination of the circumstances of force majeure.
17.3. If the suspension due to force majeure lasts more than six weeks, each party will have the right to terminate this contract, subject to 10 days' notice, to be communicated to the other party in writing. Art. 16 Applicable law and competent court
16.1. Parties declare that they will choose the Italian law as the law applicable to the contract and the obligations arising from it, to which they fully refer for anything not expressly provided in this contract.
16.2. For any dispute arising from this contract or connected to it, the exclusive jurisdiction of the Italian judge is agreed and the Court of Florence will be exclusively competent for it.
Art. 17 Miscellaneous
17.1. No modification or integration of this Contract will be valid or effective unless made in writing, any acts of tolerance with respect to different conduct remaining unremarkable.
17.2. This Contract was the subject of specific negotiation between the Parties, who separately examined each individual clause. The Parties expressly acknowledge, therefore, that article 1341 of the Italian Civil Code. does not apply with reference to this Agreement.
17.3. Neither Party may assign this Agreement without the prior written consent of the other Party. The following two cases are exceptions to the prohibition on assignment of this Contract:
If the Licensee is the subject of a merger or acquisition by a third party, the obligations arising under the Contract are automatically transferred to his successor. To this end, the Licensee must communicate via certified email to the Licensor at least 30 (thirty) days before the formalization of the aforementioned operations, the name of the company acquiring the bonds, the registered office and the legal representative;
If the Licensee deems it necessary to establish a new company with the purpose of developing and marketing the Invention, which therefore qualifies as a new legal entity controlled by the Licensee for the achievement of said purpose, the Licensor hereby grants to this new company the right to succeed the Licensee in the Contract, thus assuming all rights and obligations, upon communication to the Licensor via certified email of the name, registered office and legal representative of the company thus constituted, at least 30 (thirty) days before the formalization of the incorporation.
17.4. The Parties expressly declare that the Contract has been the subject of negotiation entirely and in every single part. Therefore, the articles do not apply. 1341 and 1342 of the Civil Code.
Art. 18 Registration and transcription
18.1. This Agreement is drawn up in duplicate and will be registered only in case of use pursuant to
s, by and at the expense of the requesting Party. The Parties agree that the stamp duty referred to in Part I of
additions, will be paid by the Licensee for the amount of Euro 96,00 (n. 6 tax stamps of Euro 16,00). The Parties agree that the stamp duty shall be paid virtually by the University of Florence, Ministry of Finance Authorization prot. 100079/99 of 18.11.1999, for the full amount due. The Licensee shall return the full amount to the University of Florence in the manner set forth in Art. 6 of the Agreement.
18.2. The Licensee undertakes to register at his own expense at the Italian Patent and Trademark Office (possible for foreign extensions of the patent: as well as at the other competent foreign offices) the exclusive license obtained within 30 (thirty) days from the signing of this Contract. For transcription purposes, the Licensor agrees to provide its assistance free of charge upon request of the Licensee.
The communication will be considered made on the date of receipt.
Faithfully, the duly informed Legal Representatives of the Parties hereby implement this Agreement. Date:
Medestime SA
The Legal Representative pro tempore Mr. Pan Wang
University of Florence
The Manager of the Strategic Projects Management, Third Mission and Communication Area Dr. Xxxxxxxxx Xxxxxxxxx
Azienda Ospedaliera Universitaria Xxxxx IRCCS
The Legal Representative Dr. Xxxxx Xxxxxxx Xxxxxxxx